UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-KSB





(Mark
      One)





[X]
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ANDEXCHANGE
                ACT OF 1934For
                the Fiscal Year Ended December 31,
                2006





[
                ]
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
                ACT OF 1934





Commission
      File Number 333-126441











SRKP
      3,
      INC.


(Name
      of
      small business issuer in its charter)





Delaware
            75-3189552(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                Number)





1900
                Avenue of the Stars, Suite 310
            90067Los
                Angeles, CA
            (Zip
                Code)(Address
                of principal executive offices)








(310)
      203-2902


(Issuer's
      telephone number)











Securities
      registered under Section 12(b) of the Exchange Act: None





Securities
      registered under Section 12(g) of the Exchange Act:


Common
      Stock, $0.001 par value per share





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      Section 15(d) of the  Exchange Act. [ ]





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes [X] No [ 
]





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of Regulation
      S-B is not contained in this form, and no disclosure will be contained,
      to the best of the registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or
      any
      amendment to this Form 10-KSB. [X]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes [X] No [  ]





Issuer's
      revenues for its most recent fiscal year: $0





Aggregate
      market value of the voting stock held by non-affiliates: $0. There is
      no voting
      stock held by non-affiliates.





Number
      of
      shares outstanding of each of the issuer's classes of common stock at March
      20,
      2007:





Common
      Stock: 2,700,000 Preferred Stock: 0





Documents
      incorporated by reference:  None





Transitional
      Small Business Disclosure Format (check one) Yes [  ] No [X]










FORM
      10-KSB INDEX




PART
                I
            
            2ITEM
                1.
            DESCRIPTION
                OF BUSINESS
            2ITEM
                2.
            DESCRIPTION
                OF PROPERTIES
            11ITEM
                3.
            LEGAL
                PROCEEDINGS
            11ITEM
                4.
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            11PART
                II
            
            12ITEM
                5.
            MARKET
                FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
            12ITEM
                6.
            MANAGEMENT'S
                DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            13ITEM
                7.
            FINANCIAL
                STATEMENTS
            16ITEM
                8.
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING
                AND FINANCIAL DISCLOSURES
            17ITEM
                8A.
            CONTROLS
                AND PROCEDURES.
            17ITEM
                8B.
            OTHER
                INFORMATION
            17PART
                III
            
            18ITEM
                9.
            DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;COMPLIANCE
                WITH SECTION 16(A) OF THE EXCHANGE ACT
            18ITEM
                10.
            EXECUTIVE
                COMPENSATION
            19ITEM
                11.
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERSAND
                MANAGEMENT AND RELATED STOCKHOLDER MATTERS
            20ITEM
                12.
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS,AND
                DIRECTOR INDEPENDENCE
            21ITEM
                13.
            EXHIBITS
            22ITEM
                14.
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES
            22SIGNATURES
            23











SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS





This
      Report contains certain forward-looking statements, including the plans
      and
      objectives of management for the business, operations, and economic performance
      of SRKP 3, Inc. (the "Company"). These forward-looking statements generally
      can be identified by the context of the statement or the use of words such
      as
      the Company or its management "believes," "anticipates," "intends," "expects,"
      "plans" or words of similar meaning.





For
      example, our forward-looking statements may include statements
      regarding:





o
            our
                growth plans, including our plans to acquire an operatingbusiness
                entity;





o
              the
                  possible effect of inflation and other economic changes onour
                  costs, and profitability, including the possible effect offuture
                  changes in operating costs and capital
                  expenditures;




o
            our
                cash needs, including our ability to fund our proposed capitalexpenditures
                and working capital requirements;




o
            this
                being a start-up situation, the timing of cash requirementsand
                the expected projected profitability;
                and





o
            our
                expectations regarding competition.





Similarly,
      statements that describe the Company's future operating performance, financial
      results, plans, objectives, strategies, or goals are forward-looking statements.
      Although management believes that the assumptions underlying the forward-looking
      statements are reasonable, these assumptions and the forward-looking statements
      are subject to various factors, risks and uncertainties, many of which are
      beyond the control of the Company. Accordingly, actual results could differ
      materially from those contemplated by the forward-looking statements. For a
      discussion on the risks, uncertainties, and assumptions that could affect our
      future events, developments or results, you should carefully review "Risk
      Factors."




2


PART
      I





ITEM
      1.
      DESCRIPTION OF BUSINESS





History
      and Organization





We
      were
      organized under the laws of the State of Delaware on April 29, 2005.
      Since our inception, we have been engaged in organizational efforts and
      obtaining initial financing. We were formed as a vehicle to pursue a business
      combination. We have no full-time employees. Our officers and directors allocate
      a portion of their time to the activities of SRKP 3 without compensation. We
      have made no efforts to identify a possible business combination and, as a
      result, have not conducted negotiations or entered into a letter of intent
      concerning any target business.





We
      are,
      based on proposed business activities, a "blank check" company. The Securities
      and Exchange Commission, or Commission, defines those companies as "any
      development stage company that is issuing a penny stock, within the meaning
      of
      Section 3(a)(51) of the Exchange Act, and that has no specific business plan
      or
      purpose, or has indicated that its business plan is to merge with an
      unidentified company or companies." Many states have enacted statutes, rules
      and
      regulations limiting the sale of securities of "blank check" companies in their
      respective jurisdictions. Management does not intend to undertake any efforts
      to
      cause a market to develop in our securities, either debt or equity, until we
      have successfully concluded a business combination. We intend to comply with
      the
      periodic reporting requirements of the Exchange Act for so long as we are
      subject to those requirements.





We
      filed
      a registration statement to conduct a "blank check" offering subject to Rule
      419
      of Regulation C under the Securities Act of 1933, as amended. The registration
      statement was declared effective by the Commission on May 15, 2006. We did
      not
      sell any securities under the registration statement within the time frames
      as
      required under Rule 419. As a result, no securities may be sold under that
      registration statement.





Operations





We
      were
      organized as a vehicle to investigate and, if such investigation warrants,
      acquire a target company or business seeking the perceived advantages of being
      a
      publicly held corporation. Our principal business objective for the next 12-14
      months will be to achieve long-term growth potential through a combination
      with
      a business rather than immediate, short-term earnings. We will not restrict
      our
      potential candidate target companies to any specific business, industry or
      geographical location and, thus, may acquire any type of business.





We
      do not
      currently engage in any business activities that provide cash flow. Investors
      purchasing shares in the offering and other stockholders will not have the
      opportunity to participate in any of these decisions. The reference to us as
      a
      "blank check" company is because investors will entrust their investment monies
      to our management without knowing the ultimate use to which their money may
      be
      put. In the past, we failed to raise any funds through a Rule 419 blank check
      offering. We plan to continue as a public company and continue to search for
      a
      business combination candidate.





During
      the next 12-14 months we anticipate incurring costs related to:





(i)
            filing
                of Exchange Act reports (approximately $15,000),
                and





(ii)
            locating
                a suitable merger candidate and negotiating the combination transaction
                (approximately $35,000).





We
      believe we will be able to meet these costs through current monies in our
      treasury ($928 as of December 31, 2006), additional amounts, as necessary,
      to be
      loaned to us by our management or promoters and deferral of fees by certain
      service providers, if necessary. Any advancement would be made in connection
      with our management's and promoters' oral commitment to make payments for our
      expenses, prior to the consummation of a business combination, to the extent
      such expenses are not deferred and would either exceed our available funds
      or
      would render us effectively insolvent upon our payment. Any loans by our
      management or promoters would be on an interest free basis, payable only upon
      consummation of a merger transaction. Upon consummation of a business
      combination, we may reimburse our management or promoters for any such loans
      out
      of the proceeds of that transaction.





3


We
      may
      consider a business which has recently commenced operations, is a developing
      company in need of additional funds for expansion into new products or markets,
      is seeking to develop a new product or service, or is an established business
      which may be experiencing financial or operating difficulties and is in need
      of
      additional capital. In the alternative, a business combination may involve
      the
      acquisition of, or merger with, a company which does not need substantial
      additional capital, but which desires to establish a public trading market
      for
      its shares, while avoiding, among other things, the time delays, significant
      expense, and loss of voting control which may occur in a public
      offering.





None
      of
      our officers or directors has had any preliminary contact or discussions with
      any representative of any other entity regarding a business combination with
      us.
      Any target business that is selected may be a financially unstable company
      or an
      entity in its early stages of development or growth, including entities without
      established records of sales or earnings. In that event, we will be subject
      to
      numerous risks inherent in the business and operations of financially unstable
      and early stage or potential emerging growth companies. In addition, we may
      effect a business combination with an entity in an industry characterized by
      a
      high level of risk, and, although our management will endeavor to evaluate
      the
      risks inherent in a particular target business, there can be no assurance that
      we will properly ascertain or assess all significant risks.





Our
      management anticipates that it will likely be able to effect only one business
      combination, due primarily to our limited financing, and the dilution of
      interest for present and prospective stockholders, which is likely to occur
      as a
      result of our management's plan to offer a controlling interest to a target
      business in order to achieve a tax free reorganization. This lack of
      diversification should be considered a substantial risk in investing in us,
      because it will not permit us to offset potential losses from one venture
      against gains from another.





We
      anticipate that the selection of a business combination will be complex and
      extremely risky. Because of general economic conditions, rapid technological
      advances being made in some industries and shortages of available capital,
      our
      management believes that there are numerous firms seeking even the limited
      additional capital which we will have and/or the perceived benefits of becoming
      a publicly traded corporation. Such perceived benefits of becoming a publicly
      traded corporation include, among other things, facilitating or improving the
      terms on which additional equity financing may be obtained, providing liquidity
      for the principals of a business, creating a means for providing incentive
      stock
      options or similar benefits to key employees, and providing liquidity, subject
      to restrictions of applicable statutes, for all stockholders. Potentially
      available business combinations may occur in many different industries and
      at
      various stages of development, all of which will make the task of comparative
      investigation and analysis of such business opportunities extremely difficult
      and complex.





Evaluation
      of Business Combinations





Our
      officers and directors will analyze or supervise the analysis of prospective
      business combinations. Our management intends to concentrate on preliminary
      prospective business combinations, which may be brought to its attention through
      present associations or other third parties. We do not currently intend to
      retain any entity to act as a "finder" to identify and analyze the merits of
      potential target businesses. While we have not established definitive criteria
      for acquisition candidates, we intend to focus on candidates satisfying some,
      but not necessarily all, of the following criteria:





o   
      A minimum of two years' operating history,





o   
      At least $5.0 million in annual revenue and/or pre-tax profit of $300,000
      and





o   
      At least $300,000 in stockholders' equity.





4


In
      analyzing prospective business combinations, our management will also consider
      such matters as the following:





o   
      Available technical, financial, and managerial resources,





o   
      Working capital and other financial requirements,





o   
      Prospects for the future,





o   
      Nature of present and expected competition,





o   
      The quality and experience of management services which may be available
      and the depth of that management,





o   
      The potential for further research, development, or exploration,





o   
      Specific risk factors not now foreseeable but which then may be anticipated
      to impact on our proposed activities,





o   
      The potential for growth or expansion,





o   
      The potential for profit,





o   
      The perceived public recognition or acceptance or products or services,
      and





o   
      Name identification and other relevant factors.





As
      a part
      of our investigation, our officers and directors will meet personally with
      management and key personnel, visit and inspect material facilities, check
      references of management and key personnel, and take other reasonable
      investigative measures, to the extent of our limited financial resources
      and management expertise.





Since
      we
      will be subject to Section 13 or 15(d) of the Exchange Act, we will be required
      to furnish information about significant acquisitions, including audited
      financial statements for the target company, covering one, two or three years
      depending upon the relative size of the acquisition. Consequently, acquisition
      prospects that do not have or are unable to obtain the required audited
      statements may not be appropriate for acquisition so long as the reporting
      requirements of the Exchange Act are applicable. In the event our obligation
      to
      file periodic reports is suspended under Section 15(d) of that Act, we intend
      to
      voluntarily register with the Securities and Exchange Commission in order to
      file such reports.





We
      anticipate that any business combination will present certain risks. We may
      not
      be able adequately to identify many of these risks prior to selection. Our
      investors must, therefore, depend on the ability of our management to identify
      and evaluate these risks. We anticipate that the principals of some of the
      combinations which will be available to us will have been unable to develop
      a
      going concern or that such business will be in its development stage in that
      it
      has not generated significant revenues from its principal business activity.
      The
      risk exists that even after the consummation of such a business combination
      and
      the related expenditure of our funds, the combined enterprise will still be
      unable to become a going concern or advance beyond the development stage. Many
      of the potential business combinations may involve new and untested products,
      processes or market strategies. We may assume such risks although they may
      adversely impact on our stockholders because we consider the potential rewards
      to outweigh them.





At
      present, we contemplate that at least one of the third parties who may introduce
      business combinations to SRKP 3 may be WestPark Capital, Inc., a Colorado
      corporation and a registered broker-dealer. Richard Rappaport, our President
      and
      one of our controlling stockholders, indirectly holds a 100% interest in, and
      is
      the CEO of, WestPark Capital, Inc., an NASD member. Anthony Pintsopoulos, one
      of
      our controlling stockholders and our Chief Financial Officer, is the Chief
      Financial Officer of WestPark Capital, Inc. Debbie Schwartzberg, one of our
      controlling stockholders, is a noteholder of the parent company of WestPark
      Capital, Inc.; her note entitles her to a 1.5% interest in the net profits
      of
      the parent company of WestPark Capital, Inc. There is currently no signed
      agreement or preliminary agreements or understandings between WestPark Capital,
      Inc. and SRKP 3. Any finders fees paid to WestPark Capital, Inc. will be
      comparable with unaffiliated third party fees. Given the limited cash resources
      of SRKP 3, we anticipate that any fees to be paid to finders will be paid in
      equity of SRKP 3 or through the cash resources of the target company. These
      fees
      will likely be negotiated among SRKP 3, the business combination target and
      the
      finder as part of any business combination agreement. We do not intend to enter
      into any arrangement with a finder obligating us to make any payments in the
      absence of a consummated business acquisition. As a result, it is not possible
      for us to currently estimate our costs in respect of any finder's fees, although
      we currently do not expect to pay a finder's fee in excess of the lesser of
      2%
      of book value of the target company or $150,000.





5


Business
      Combinations





In
      implementing a structure for a particular business combination, we may become
      a
      party to a merger, consolidation, reorganization, joint venture, or licensing
      agreement with another corporation or entity. We may alternatively purchase
      stock or assets of an existing business.





Any
      merger, acquisition or other business combination can be expected to have a
      significant dilutive effect on the percentage of shares held by our existing
      stockholders, including investors in the offering. The target business we
      consider will, in all probability, have significantly more assets than we do.
      Therefore, in all likelihood, our management will offer a controlling interest
      in our company to the owners of the target business. While the actual terms
      of a
      transaction to which we may be a party cannot be predicted, we expect that
      the
      parties to the business transaction will find it desirable to avoid the creation
      of a taxable event and thereby structure the acquisition in a so-called
      "tax-free" reorganization under Sections 368(a)(1) or 351 of the Internal
      Revenue Code. In order to obtain tax-free treatment under the Internal Revenue
      Code, the owners of the acquired business may need to own 80% or more of the
      voting stock of the surviving entity. As a result, our stockholders, including
      investors in the offering, would retain 20% or less of the issued and
      outstanding shares of the surviving entity, which would result in significant
      dilution in percentage of the entity after the combination and may also result
      in a reduction in the net tangible book value per share of our investors. In
      addition, a majority or all of our directors and officers will probably, as
      part
      of the terms of the acquisition transaction, resign as directors and
      officers.





Our
      management will not actively negotiate or otherwise consent to the purchase
      of
      any portion of their common stock as a condition to or in connection with a
      proposed business combination, unless such a purchase is demanded by the
      principals of the target company as a condition to a merger or acquisition.
      Our
      officers and directors have agreed to this restriction which is based on an
      oral
      understanding between members of our management. Members of our management
      are
      unaware of any circumstances under which such policy, through their own
      initiative, may be changed.





The
      issuance of substantial additional securities and their potential sale into
      any
      trading market which may develop in our common stock may have a depressive
      effect on our trading market.





The
      structure of the business combination will depend on, among other factors:





o   
      The nature of the target business,





o   
      Our needs and desires and the needs and desires of the persons controlling
      the target business,





o   
      The management of the target business, and





o   
      Our relative negotiating strength compared to the strength of the persons
      controlling the target business.





We
      do not
      intend to purchase the assets of any company of which a majority of the
      outstanding capital stock is beneficially owned by one or more or our officers,
      directors, promoters or affiliates or associates. Our officers and directors
      have not approached and have not been approached by any person or entity with
      regard to any proposed business venture which desires to be acquired by us.
      Furthermore, we will obtain all necessary approvals from our Board of Directors
      and stockholders, as necessary, prior to effecting a combination. If at any
      time
      a business combination occurs, disclosure as to this fact will be included
      in a
      Form 8-K as required by the Securities Exchange Act of 1934, as amended, and
      the
      rules and regulations promulgated thereunder.





6


Competition





We
      are an
      insignificant player among the firms which engage in business combinations.
      There are many established venture capital and financial concerns which have
      significantly greater financial and personnel resources and technical expertise
      than we will. In view of our combined limited financial resources and limited
      management availability, we will continue to be at a significant competitive
      disadvantage compared to our competitors. Also, we will be competing with a
      number of other small, blank check public and shell companies.





Employees





We
      presently have no employees apart from our management. Our President and Chief
      Financial Officer are engaged in outside business activities and they anticipate
      that they each will devote to our business only between two and 10 hours per
      week until the acquisition of a successful business opportunity has been
      consummated. We expect no significant changes in the number of our employees
      other than such changes, if any, incident to a business
      combination.





RISK
      FACTORS




In
      addition to the other information in this Annual Report on Form 10-KSB, the
      following factors should be considered in evaluating us and our business. Our
      business, financial condition or results of operations could be materially
      adversely affected by these risks if any of them actually occur. Some of these
      factors have affected our financial condition and operating results in the
      past
      or are currently affecting us. This Annual Report on Form 10-KSB also contains
      forward-looking statements that involve risks and uncertainties. Our actual
      results could differ materially from those anticipated in these forward-looking
      statements as a result of certain factors, including the risks faced by us
      described below and elsewhere in this Annual Report on Form 10-KSB.





CONFLICTS
      OF INTEREST CREATE THE RISK THAT MANAGEMENT MAY HAVE AN INCENTIVE TO ACT
      ADVERSELY TO THE INTERESTS OF OTHER INVESTORS.





A
      conflict of interest may arise between our management's personal pecuniary
      interest and its fiduciary duty to our stockholders. Our seven present
      stockholders own 100% of our outstanding common stock and therefore control
      our
      company. Further, our management's own pecuniary interest may at some point
      conflict with the interests of its fiduciary duty to our stockholders. In
      addition, our officers and directors, who are also shareholders, are currently
      involved with other blank check offerings, and may become involved with
      additional blank check offerings in the future, which may create conflicts
      in
      the pursuit of business combinations with such other blank check companies.
      If
      we and the other blank check companies that our management is affiliated with
      desire to take advantage of the same opportunity, then those members of
      management that are affiliated with both companies would abstain from voting
      upon the opportunity. In the event of identical officers and directors, the
      officers and directors will arbitrarily determine the company that will be
      entitled to proceed with the proposed transaction.





Further,
      WestPark Capital, Inc. (“WestPark Capital”), a registered broker-dealer, may act
      as investment banker, placement agent or financial consultant to our company
      or
      an acquisition candidate in connection with a potential business combination
      transaction. Our officers and directors, Richard Rappaport and Anthony C.
      Pintsopoulos (who are also stockholders) are currently employed as Chief
      Executive Officer and Chief Financial Officer, respectively, of WestPark
      Capital. We cannot assure you that conflicts of interest among us, WestPark
      Capital and our stockholders will not develop.





7


AS
      WE
      HAVE NO OPERATING HISTORY OR REVENUE AND ONLY MINIMAL ASSETS, THERE IS A RISK
      THAT
      WE WILL BE UNABLE TO CONTINUE AS A GOING CONCERN AND CONSUMMATE A BUSINESS
      COMBINATION.





We
      have
      had no operating history nor any revenues or earnings from operations since
      inception. We have no significant assets or financial resources. We will, in
      all
      likelihood, sustain operating expenses without corresponding revenues, at least
      until the consummation of a business combination. This may result in our
      incurring a net operating loss that will increase continuously until we can
      consummate a business combination with a profitable business opportunity. We
      cannot assure you that we can identify a suitable business opportunity and
      consummate a business combination.





THE
      REPORT OF OUR INDEPENDENT AUDITORS INDICATES UNCERTAINTY CONCERNING OUR ABILITY
      TO CONTINUE AS A GOING CONCERN AND THIS MAY IMPAIR OUR ABILITY TO CONSUMMATE
      A BUSINESS COMBINATION.





Our
      independent auditors have raised substantial doubt about our ability to continue
      as a going concern. We cannot assure you that this will not impair our ability
      to consummate a business combination. Additionally, we cannot assure you that
      we
      will ever achieve significant revenues and therefore remain a going
      concern.





THE
      NATURE OF OUR OPERATIONS IS HIGHLY SPECULATIVE AND THERE IS A CONSEQUENT RISK
      OF
      LOSS OF YOUR INVESTMENT.





The
      success of our plan of operation will depend to a great extent on the
      operations, financial condition and management of the identified business
      opportunity. While management intends to seek business combination(s) with
      entities having established operating histories, we cannot assure you that
      we
      will be successful in locating candidates meeting that criteria. In the event
      we
      complete a business combination, the success of our operations may be dependent
      upon management of the successor firm or venture partner firm and numerous
      other
      factors beyond our control.





WE
      ARE IN
      A HIGHLY COMPETITIVE MARKET FOR A SMALL NUMBER OF BUSINESS OPPORTUNITIES
      WHICH COULD REDUCE THE LIKELIHOOD OF CONSUMMATING A SUCCESSFUL BUSINESS
      COMBINATION.





We
      are
      and will continue to be an insignificant participant in the business of seeking
      mergers with, joint ventures with and acquisitions of small private and public
      entities. A large number of established and well-financed entities, including
      small public companies and venture capital firms, are active in mergers and
      acquisitions of companies that may be desirable target candidates for us. Nearly
      all these entities have significantly greater financial resources, technical
      expertise and managerial capabilities than we do; consequently, we will be
      at a
      competitive disadvantage in identifying possible business opportunities and
      successfully completing a business combination. These competitive factors may
      reduce the likelihood of our identifying and consummating a successful business
      combination.





WE
      HAVE
      NO EXISTING AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION AND
      THEREFORE CANNOT GUARANTEE THAT WE WILL BE ABLE TO NEGOTIATE A BUSINESS COMBINATION
      ON FAVORABLE TERMS.





We
      have
      no arrangement, agreement or understanding with respect to engaging in a merger
      with, joint venture with or acquisition of, a private or public entity. No
      assurances can be given that we will successfully identify and evaluate suitable
      business opportunities or that we will conclude a business combination.
      Management has not identified any particular industry or specific business
      within an industry for evaluation. We cannot guarantee that we will be able
      to
      negotiate a business combination on favorable terms, and there is consequently
      a
      risk that funds allocated to the purchase of our shares will not be invested
      in
      a company with active business operations. If we are unable to make such an
      investment, it is unlikely that our shareholders will make a substantial return
      on their investment.





8


THE
      TIME
      AND COST OF PREPARING A PRIVATE COMPANY TO BECOME A PUBLIC REPORTING COMPANY
      MAY
      PRECLUDE US FROM ENTERING INTO A MERGER OR ACQUISITION WITH THE MOST ATTRACTIVE
      PRIVATE COMPANIES.





Target
      companies that fail to comply with SEC reporting requirements may delay or
      preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
      reporting companies to provide certain information about significant
      acquisitions, including certified financial statements for the company acquired,
      covering one, two, or three years, depending on the relative size of the
      acquisition. The time and additional costs that may be incurred by some target
      entities to prepare these statements may significantly delay or essentially
      preclude consummation of an acquisition. Otherwise suitable acquisition
      prospects that do not have or are unable to obtain the required audited
      statements may be inappropriate for acquisition so long as the reporting
      requirements of the Exchange Act are applicable.





IF
      WE
      CONSUMMATE A BUSINESS COMBINATION WITH A FOREIGN CORPORATION, WE MAY BE SUBJECT
      TO SIGNIFICANT RISKS, INCLUDING WORLDWIDE POLITICAL, ECONOMIC, LEGAL AND OTHER
      UNCERTAINTIES.





We
      may
      consummate a business consummation with a foreign corporation. If so,
      our
      international operations may be subject to significant political and economic
      risks and legal uncertainties, including:





o   
      changes in economic and political conditions and in governmental policies,





o   
      changes in international and domestic customs regulations,





o   
      wars, civil unrest, acts of terrorism and other conflicts,





o   
      natural disasters,





o   
      changes in tariffs, trade restrictions, trade agreements and taxation,





o   
      difficulties in managing or overseeing foreign operations,





o   
      limitations on the repatriation of funds because of foreign exchange controls,





o   
      different liability standards, and





o   
      uncertainties related to foreign currency fluctuations.





The
      occurrence or consequences of any of these factors may harm our profitability
      in the future.





In
      addition, outside the United States it may be difficult for investors and
      stockholders to enforce judgments against a foreign corporation obtained in
      the
      United States in any such actions, including actions predicated upon civil
      liability provisions of the United States securities laws. If we consummate
      a
      business combination with a foreign corporation, it is likely that some, if
      not
      all, of the officers and directors of that corporation will become officers
      and
      directors of our company. Such officers and directors may reside outside the
      United States and the assets of these persons may be located outside of the
      United States. As a result, it may not be possible for investors to effect
      service of process within the United States upon such persons, or to enforce
      against such persons judgments obtained in the United States courts predicated
      upon the liability provisions of the United States securities laws.





MANAGEMENT
      INTENDS TO DEVOTE ONLY A LIMITED AMOUNT OF TIME TO SEEKING A TARGET COMPANY
      WHICH MAY ADVERSELY IMPACT OUR ABILITY TO IDENTIFY A SUITABLE ACQUISITION
      CANDIDATE.





While
      seeking a business combination, management anticipates devoting between two
      and
      10 hours per week to our affairs in total. None of our officers have entered
      into written employment agreements with us and none is expected to do so in
      the
      foreseeable future. This limited commitment may adversely impact our ability
      to
      identify and consummate a successful business combination.





9


OUR
      PRINCIPAL STOCKHOLDERS MAY ENGAGE IN A TRANSACTION TO CAUSE THE COMPANY TO
      REPURCHASE THEIR SHARES OF COMMON STOCK.





In
      order
      to provide an interest in the Company to a third party, our principal
      stockholders may choose to cause the Company to sell Company securities to
      third
      parties, with the proceeds of such sale being utilized by the Company to
      repurchase shares of Common Stock held by the stockholders. As a result of
      such
      transaction, our management, principal stockholders and Board of Directors
      may
      change.





BECAUSE
      WE MAY SEEK TO COMPLETE A BUSINESS COMBINATION THROUGH A “REVERSE MERGER”,
      FOLLOWING SUCH A TRANSACTION WE MAY NOT BE ABLE TO ATTRACT THE ATTENTION OF
      MAJOR BROKERAGE FIRMS.




Additional
      risks may exist since we will assist a privately held business to become public
      through a “reverse merger.” Securities analysts of major brokerage firms may not
      provide coverage of our Company since there is no incentive to brokerage firms
      to recommend the purchase of our Common Stock. No assurance can be given that
      brokerage firms will want to conduct any secondary offerings on behalf of our
      post-merger company in the future.





WE
      CANNOT
      ASSURE YOU THAT FOLLOWING A BUSINESS COMBINATION WITH AN OPERATING BUSINESS,
      OUR
      COMMON STOCK WILL BE LISTED ON NASDAQ OR ANY OTHER SECURITIES EXCHANGE.




Following
      a business combination, we may seek the listing of our Common Stock on NASDAQ
      or
      the American Stock Exchange. However, we cannot assure you that following such
      a
      transaction, we will be able to meet the initial listing standards of either
      of
      those or any other stock exchange, or that we will be able to maintain a listing
      of our Common Stock on either of those or any other stock exchange. After
      completing a business combination, until our Common Stock is listed on the
      NASDAQ or another stock exchange, we expect that our Common Stock would be
      eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
      system, or on the “pink sheets,” where our stockholders may find it more
      difficult to dispose of shares or obtain accurate quotations as to the market
      value of our Common Stock. In addition, we would be subject to an SEC rule
      that,
      if it failed to meet the criteria set forth in such rule, imposes various
      practice requirements on broker-dealers who sell securities governed by the
      rule
      to persons other than established customers and accredited investors.
      Consequently, such rule may deter broker-dealers from recommending or selling
      our Common Stock, which may further affect its liquidity. This would also make
      it more difficult for us to raise additional capital following a business
      combination.





WE
      CANNOT
      GUARANTEE THAT THE BUSINESS COMBINATION WILL MEET THE STATUTORY REQUIREMENTS
      OF A TAX-FREE REORGANIZATION OR THAT THE PARTIES WILL OBTAIN THE INTENDED
      TAX-FREE TREATMENT UPON A TRANSFER OF STOCK OR ASSETS AND YOU MAY THEREFORE
      BE SUBJECT TO TAXATION.





If
      a
      business combination does not meet the statutory requirements of a tax-free
      reorganization, the business combination result in the imposition of both
      federal and state taxes that may have an adverse effect on both parties to
      the
      transaction.





WE
      MAY BE
      SUBJECT TO FURTHER GOVERNMENT REGULATION WHICH WOULD ADVERSELY AFFECT OUR
      OPERATIONS.





Although
      we are subject to the reporting requirements under the Exchange Act, management
      believes we are not subject to regulation under the Investment Company Act
      of
      1940, as amended (the “Investment Company Act”), since we are not engaged in the
      business of investing or trading in securities. If we engage in business
      combinations which result in our holding passive investment interests in a
      number of entities, we could be subject to regulation under the Investment
      Company Act. If so, we would be required to register as an investment company
      and could be expected to incur significant registration and compliance costs.
      We
      have obtained no formal determination from the SEC as to our status under the
      Investment Company Act and, consequently, violation of the Investment Company
      Act could subject us to material adverse consequences.





10


THE
      AVAILABILITY OF OUR SHARES FOR SALE COULD ADVERSELY AFFECT OUR SHARE PRICE AS
      THERE
      IS A RISK OUR PROMOTERS OR AFFILIATES COULD SELL A SUFFICIENT VOLUME OF SHARES
      TO
      LOWER THE SHARE PRICE.





The
      2,700,000 shares of our common stock presently issued and outstanding are held
      by our promoters or affiliates, are "restricted securities" as that term is
      defined under the Securities Act and in the future may be sold pursuant to
      a
      registration statement filed under the Securities Act. It should be noted that
      these shares may not be sold by these promoters or affiliates, or their
      transferees, pursuant to Rule 144 of the Securities Act. This is true for any
      such sale either before or after a business combination with an operating
      company or other person, regardless of technical compliance with the rule.
      We
      have been advised that any such resale transaction under Rule 144 would appear
      to be designed to distribute or redistribute such shares to the public without
      coming within the registration requirements of the Securities Act. Therefore,
      these promoters or affiliates, or their exemptions to the transferees, can
      only
      resell the shares they hold as of the date hereof through a registration
      statement filed under the Securities Act. Investors should be aware that there
      is a risk that such sales pursuant to a registration statement filed under
      the
      Securities Act would have a depressive effect on the market price of our
      securities in any market which may develop for such securities. If our promoters
      or affiliates did not hold these shares, there would not be the same risk of
      a
      depressive effect on the price of the shares you hold.





THERE
      WILL BE ADDITIONAL DILUTION AS ADDITIONAL SHARES ARE ISSUED WHICH MAY DECREASE
      THE MARKET PRICE OF OUR COMMON STOCK.





Once,
      and
      if, a business combination is consummated, additional offerings will likely
      have
      to be made in the future to meet additional cash flow needs. Such offerings
      may
      include warrants for issuance of additional common stock, further diluting
      the
      common stock outstanding. An increase in the number of our shares of common
      stock in the marketplace may result in a decrease of the market price for our
      common stock.





MANAGEMENT
      HAS SIGNIFICANT INFLUENCE OVER OUR COMPANY.




Management
      currently owns a substantial portion of all the issued and outstanding Common
      Stock of the Company. Consequently, management has the ability to influence
      control of the operations of the Company and, acting together, will have the
      ability to influence substantially all matters submitted to stockholders for
      approval, including:




·  
      Election of the Board of Directors;





·  
      Removal of directors;





·  
      Amendment to the Company’s certificate of incorporation or bylaws; and





·  
      Adoption of measures that could delay or prevent a change in control or impede
      a
      merger, takeover or other business combination.





These
      stockholders will thus have substantial influence over our management and
      affairs of the Company. This concentration of ownership by itself may have
      the
      effect of impeding a merger, consolidation, takeover or other business
      consolidation, or discouraging a potential acquiror from making a tender offer
      for the Common Stock.





THERE
      ARE
      ISSUES IMPACTING LIQUIDITY OF OUR SECURITIES WITH RESPECT TO THE SEC’S REVIEW OF
      A FUTURE RESALE REGISTRATION STATEMENT.





Since
      our
      shares of Common Stock issued prior to a business combination or reverse merger
      cannot currently, nor will they for a considerable period of time after we
      complete a business combination, be available to be offered, sold, pledged
      or
      otherwise transferred without being registered pursuant to the Securities Act,
      we will likely file a resale registration statement on Form SB-2 or Form S-1,
      or
      some other available form, to register for resale such shares of Common Stock.
      We cannot control this future registration process in all respects as some
      matters are outside our control. Even if we are successful in causing the
      effectiveness of the resale registration statement, there can be no assurances
      that the occurrence of subsequent events may not preclude our ability to
      maintain the effectiveness of the registration statement. Any of the foregoing
      items could have adverse effects on the liquidity of our shares of Common Stock.





11


In
      addition, the SEC has recently disclosed that it has developed internal
      guidelines concerning the use of a resale registration statement to register
      the
      securities issued to certain investors in private investment in public equity
      (PIPE) transactions, where the issuer has a market capitalization of less than
      $75 million and, in general, does not qualify to file a Registration Statement
      on Form S-3 to register its securities. The SEC has taken the position that
      these smaller issuers may not be able to rely on Rule 415 under the Securities
      Act, which generally permits the offer and sale of securities on a continued
      or
      delayed basis over a period of time, but instead would require that the issuer
      offer and sell such securities in a direct or "primary" public offering, at
      a
      fixed price, if the facts and circumstances are such that the SEC believes
      the
      investors seeking to have their shares registered are underwriters and/or
      affiliates of the issuer. It appears that the SEC in most cases will permit
      a
      registration for resale of up to one third of the total number of shares of
      common stock then currently owned by persons who are not affiliates of such
      issuer and, in some cases, a larger percentage depending on the facts and
      circumstances. Staff members also have indicated that an issuer in most cases
      will have to wait until the later of six months after effectiveness of the
      first
      registration or such time as substantially all securities registered in the
      first registration are sold before filing a subsequent registration on behalf
      of
      the same investors. Since, following a reverse merger or business combination,
      we may have little or no tradable shares of Common Stock, it is unclear as
      to
      how many, if any, shares of Common Stock the SEC will permit us to register
      for
      resale, but SEC staff members have indicated a willingness to consider a higher
      percentage in connection with registrations following reverse mergers with
      shell
      companies such as the Company. The SEC may require as a condition to the
      declaration of effectiveness of a resale registration statement that we reduce
      or “cut back” the number of shares of Common Stock to be registered in such
      registration statement. The result of the foregoing is that a stockholder’s
      liquidity in our Common Stock may be adversely affected in the event the SEC
      requires a cut back of the securities as a condition to allow the Company to
      rely on Rule 415 with respect to a resale registration statement, or, if the
      SEC
      requires us to file a primary registration statement.





WE
      HAVE
      NEVER PAID DIVIDENDS ON OUR COMMON STOCK.





We
      have
      never paid dividends on our Common Stock and do not presently intend to pay
      any
      dividends in the foreseeable future. We anticipate that any funds available
      for
      payment of dividends will be re-invested into the Company to further its
      business strategy.





ITEM
      2.
      DESCRIPTION OF PROPERTIES





Our
      principal offices are located at 1900 Avenue of the Stars, Suited 310, Los
      Angeles, California 90067. We
      are
      presently using the offices of our President, Richard Rappaport, at no cost,
      as
      our office, an arrangement which we expect to continue until the completion
      of
      the offering. At the completion of the offering and until a business combination
      is consummated, we are not required to pay any rent. We presently do not own
      any
      equipment, and do not intend to purchase or lease any equipment prior to or
      upon
      completion of a business combination.





ITEM
      3.
      LEGAL PROCEEDINGS





We
      are
      not a party to any material legal proceedings.




ITEM
      4.
      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





There
      were no matters submitted to a vote of our security holders during
      the fourth quarter ended December 31, 2006.





12


PART
      II





ITEM
      5.
      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS





Market
      for Common Stock; Related Information





Our
      common stock is not quoted at the present time. To date, neither we, nor anyone
      acting on our behalf, has taken any affirmative steps to retain or encourage
      any
      broker-dealer to act as a market maker for our common stock. Further, we have
      not entered into any discussions, or understandings, preliminary or otherwise,
      through our management or through anyone acting on our behalf and any market
      maker concerning the participation of a market maker in the future trading
      market, if any, for our common stock.





At
      March
      15, 2007, there were approximately seven holders of record of our
      common stock.





Dividend
      Policy





We
      have
      not declared or paid any cash dividends on our common stock, and
      we
      currently intend to retain future earnings, if any, to finance a business combination.





Equity
      Compensation Plans





We
      do not
      maintain an equity compensation plan.





Recent
      Sales of Unregistered Securities





The
      registrant issued 2,700,000 shares of common stock on April 29, 2005, to
      seven
      persons for cash consideration of $0.019 per share for an aggregate investment
      of $50,000. The registrant sold these shares of common stock under the
      exemption from registration provided by Section 4(2) of the Securities Act and/or
      Rule 506 of Regulation D promulgated thereunder.





Neither
      the registrant nor any person acting on its behalf offered or sold the
      securities by means of any form of general solicitation or general advertising.
      No services were performed by any purchaser as consideration for the
      shares issued.





All
      purchasers represented in writing that they acquired the securities for
      their
      own accounts. A legend was placed on the stock certificates
      stating that
      the
      securities have not been registered under the Securities Act and cannot be
      sold
      or otherwise transferred without an effective registration or an exemption
      therefrom. All purchasers of our securities are accredited investors and
      such
      securities were sold by the registrant in reliance of Rule 506 of Regulation
      D of the Securities Act.





13





Additional
      Information





Copies
      of
      our annual reports on Form 10-KSB, quarterly reports on Form 10-QSB, current
      reports on Form 8-K, and any amendments to those reports, are available free
      of
      charge on the Internet at www.sec.gov. All statements made in any of our
      filings, including all forward-looking statements, are made as of the date
      of
      the document in which the statement is included, and we do not assume or
      undertake any obligation to update any of those statements or documents unless
      we are required to do so by law.





ITEM
      6.
      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION





This
      10-KSB contains forward-looking statements. Our actual results could differ
      materially from those set forth as a result of general economic conditions
      and
      changes in the assumptions used in making such forward-looking statements.
      The
      following discussion and analysis of our financial condition and results of
      operations should be read together with the audited consolidated financial
      statements and accompanying notes and the other financial information appearing
      else where in this report. The analysis set forth below is provided pursuant
      to
      applicable Securities and Exchange Commission regulations and is not intended
      to
      serve as a basis for projections of future events. Refer also to "Special Note
      Regarding Forward Looking Statements".





Plan
      of
      Operation





We
      were
      organized as a vehicle to investigate and, if such investigation warrants,
      acquire a target company or business seeking the perceived advantages of being
      a
      publicly held corporation. Our principal business objective for the next 12-14
      months will be to achieve long-term growth potential through a combination
      with
      a business rather than immediate, short-term earnings. We will not restrict
      our
      potential candidate target companies to any specific business, industry or
      geographical location and, thus, may acquire any type of business.





We
      do not
      currently engage in any business activities that provide cash flow. Investors
      purchasing shares in the offering and other stockholders will not have the
      opportunity to participate in any of these decisions. The reference to us as
      a
      "blank check" company is because investors will entrust their investment monies
      to our management without knowing the ultimate use to which their money may
      be
      put. In the past, we failed to raise any funds through a Rule 419 blank check
      offering. We plan to continue as a public company and continue to search for
      a
      business combination candidate.





During
      the next 12-14 months we anticipate incurring costs related to:





(i)  
      filing of Exchange Act reports (approximately $15,000), and





(ii) 
      locating a suitable merger candidate and negotiating the combination transaction
      (approximately $35,000).





We
      believe we will be able to meet these costs through current monies in our
      treasury ($928 as of December 31, 2006), additional amounts, as necessary,
      to be
      loaned to us by our management or promoters and deferral of fees by certain
      service providers, if necessary. Any advancement would be made in connection
      with our management's and promoters' oral commitment to make payments for our
      expenses, prior to the consummation of a business combination, to the extent
      such expenses are not deferred and would either exceed our available funds
      or
      would render us effectively insolvent upon our payment. Any loans by our
      management or promoters would be on an interest free basis, payable only upon
      consummation of a merger transaction. Upon consummation of a business
      combination, we may reimburse our management or promoters for any such loans
      out
      of the proceeds of that transaction.





We
      may
      consider a business which has recently commenced operations, is a developing
      company in need of additional funds for expansion into new products or markets,
      is seeking to develop a new product or service, or is an established business
      which may be experiencing financial or operating difficulties and is in need
      of
      additional capital. In the alternative, a business combination may involve
      the
      acquisition of, or merger with, a company which does not need substantial
      additional capital, but which desires to establish a public trading market
      for
      its shares, while avoiding, among other things, the time delays, significant
      expense, and loss of voting control which may occur in a public
      offering.





14


None
      of
      our officers or directors has had any preliminary contact or discussions with
      any representative of any other entity regarding a business combination with
      us.
      Any target business that is selected may be a financially unstable company
      or an
      entity in its early stages of development or growth, including entities without
      established records of sales or earnings. In that event, we will be subject
      to
      numerous risks inherent in the business and operations of financially unstable
      and early stage or potential emerging growth companies. In addition, we may
      effect a business combination with an entity in an industry characterized by
      a
      high level of risk, and, although our management will endeavor to evaluate
      the
      risks inherent in a particular target business, there can be no assurance that
      we will properly ascertain or assess all significant risks.





Our
      management anticipates that it will likely be able to effect only one business
      combination, due primarily to our limited financing, and the dilution of
      interest for present and prospective stockholders, which is likely to occur
      as a
      result of our management's plan to offer a controlling interest to a target
      business in order to achieve a tax free reorganization. This lack of
      diversification should be considered a substantial risk in investing in us,
      because it will not permit us to offset potential losses from one venture
      against gains from another.





We
      anticipate that the selection of a business combination will be complex and
      extremely risky. Because of general economic conditions, rapid technological
      advances being made in some industries and shortages of available capital,
      our
      management believes that there are numerous firms seeking even the limited
      additional capital which we will have and/or the perceived benefits of becoming
      a publicly traded corporation. Such perceived benefits of becoming a publicly
      traded corporation include, among other things, facilitating or improving the
      terms on which additional equity financing may be obtained, providing liquidity
      for the principals of a business, creating a means for providing incentive
      stock
      options or similar benefits to key employees, and providing liquidity, subject
      to restrictions of applicable statutes, for all stockholders. Potentially
      available business combinations may occur in many different industries and
      at
      various stages of development, all of which will make the task of comparative
      investigation and analysis of such business opportunities extremely difficult
      and complex.





Evaluation
      of Business Combinations





Our
      officers and directors will analyze or supervise the analysis of prospective
      business combinations. Our management intends to concentrate on preliminary
      prospective business combinations, which may be brought to its attention through
      present associations or other third parties. We do not currently intend to
      retain any entity to act as a "finder" to identify and analyze the merits of
      potential target businesses. While we have not established definitive criteria
      for acquisition candidates, we intend to focus on candidates satisfying some,
      but not necessarily all, of the following criteria:





o   
      A minimum of two years' operating history,





o   
      At least $5.0 million in annual revenue and/or pre-tax profit of $300,000
      and





o   
      At least $300,000 in stockholders' equity.





In
      analyzing prospective business combinations, our management will also consider
      such matters as the following:





o   
      Available technical, financial, and managerial resources,





o   
      Working capital and other financial requirements,





o   
      Prospects for the future,





15


o   
      Nature of present and expected competition,





o   
      The quality and experience of management services which may be available
      and the depth of that management,





o   
      The potential for further research, development, or exploration,





o   
      Specific risk factors not now foreseeable but which then may be anticipated
      to impact on our proposed activities,





o   
      The potential for growth or expansion,





o   
      The potential for profit,





o   
      The perceived public recognition or acceptance or products or services,
      and





o   
      Name identification and other relevant factors.





As
      a part
      of our investigation, our officers and directors will meet personally with
      management and key personnel, visit and inspect material facilities, check
      references of management and key personnel, and take other reasonable
      investigative measures, to the extent of our limited financial resources
      and management expertise.





We
      anticipate that any business combination will present certain risks. We may
      not
      be able adequately to identify many of these risks prior to selection. Our
      investors must, therefore, depend on the ability of our management to identify
      and evaluate these risks. We anticipate that the principals of some of the
      combinations which will be available to us will have been unable to develop
      a
      going concern or that such business will be in its development stage in that
      it
      has not generated significant revenues from its principal business activity.
      The
      risk exists that even after the consummation of such a business combination
      and
      the related expenditure of our funds, the combined enterprise will still be
      unable to become a going concern or advance beyond the development stage. Many
      of the potential business combinations may involve new and untested products,
      processes or market strategies. We may assume such risks although they may
      adversely impact on our stockholders because we consider the potential rewards
      to outweigh them.





Business
      Combinations





In
      implementing a structure for a particular business combination, we may become
      a
      party to a merger, consolidation, reorganization, joint venture, or licensing
      agreement with another corporation or entity. We may alternatively purchase
      stock or assets of an existing business.





Any
      merger, acquisition or other business combination can be expected to have a
      significant dilutive effect on the percentage of shares held by our existing
      stockholders, including investors in the offering. The target business we
      consider will, in all probability, have significantly more assets than we do.
      Therefore, in all likelihood, our management will offer a controlling interest
      in our company to the owners of the target business. While the actual terms
      of a
      transaction to which we may be a party cannot be predicted, we expect that
      the
      parties to the business transaction will find it desirable to avoid the creation
      of a taxable event and thereby structure the acquisition in a so-called
      "tax-free" reorganization under Sections 368(a)(1) or 351 of the Internal
      Revenue Code. In order to obtain tax-free treatment under the Internal Revenue
      Code, the owners of the acquired business may need to own 80% or more of the
      voting stock of the surviving entity. As a result, our stockholders, including
      investors in the offering, would retain 20% or less of the issued and
      outstanding shares of the surviving entity, which would result in significant
      dilution in percentage of the entity after the combination and may also result
      in a reduction in the net tangible book value per share of our investors. In
      addition, a majority or all of our directors and officers will probably, as
      part
      of the terms of the acquisition transaction, resign as directors and
      officers.





16


Our
      management will not actively negotiate or otherwise consent to the purchase
      of
      any portion of their common stock as a condition to or in connection with a
      proposed business combination, unless such a purchase is demanded by the
      principals of the target company as a condition to a merger or acquisition.
      Our
      officers and directors have agreed to this restriction which is based on an
      oral
      understanding between members of our management. Members of our management
      are
      unaware of any circumstances under which such policy, through their own
      initiative, may be changed.





The
      issuance of substantial additional securities and their potential sale into
      any
      trading market which may develop in our common stock may have a depressive
      effect on our trading market.





The
      structure of the business combination will depend on, among
      other factors:





o   
      The nature of the target business,





o   
      Our needs and desires and the needs and desires of the persons controlling
      the target business,





o   
      The management of the target business, and





o   
      Our relative negotiating strength compared to the strength of the persons
      controlling the target business.





We
      do not
      intend to purchase the assets of any company of which a majority of the
      outstanding capital stock is beneficially owned by one or more or our officers,
      directors, promoters or affiliates or associates. Our officers and directors
      have not approached and have not been approached by any person or entity with
      regard to any proposed business venture which desires to be acquired by us.
      Furthermore, we will obtain all necessary approvals from our Board of Directors
      and stockholders, as necessary, prior to effecting a combination. If at any
      time
      a business combination occurs, disclosure as to this fact will be included
      in a
      Form 8-K as required by the Securities Exchange Act of 1934, as amended, and
      the
      rules and regulations promulgated thereunder.





Off
      Balance Sheet Arrangements





We
      do not
      have any off-balance sheet arrangements.




Employees





We
      presently have no employees apart from our management. Our President and Chief
      Financial Officer are engaged in outside business activities and they anticipate
      that they each will devote to our business only between two and 10 hours per
      week until the acquisition of a successful business opportunity has been
      consummated. We expect no significant changes in the number of our employees
      other than such changes, if any, incident to a business
      combination.





ITEM
      7.
      FINANCIAL STATEMENTS.





Our
      audited financial statements are set forth in this Report beginning on
      page
      F-1.




17




**INDEX
      TO FINANCIAL STATEMENTS**








**Page**Report
                of Independent Registered Public Accounting Firm
            
            
            F-2Financial
                Statements:Balance
                Sheet
            
            
            F-3Statements
                of Operations
            
            
            F-4Statements
                of Changes in Stockholders' Equity (Deficit)
            
            
            F-5Statements
                of Cash Flows
            
            
            F-6Notes
                to Financial Statements
            
            
            F-7











**AJ.
      ROBBINS, P.C.**


**CERTIFIED
      PUBLIC ACCOUNTANTS**


**216
      SIXTEENTH STREET**


**SUITE
      600**


**DENVER,
      COLORADO 80202**








**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**








**To
      the Board of Directors and Stockholders**


**SRKP
      3, Inc.**




**Los
      Angeles, California**




We
      have
      audited the accompanying balance sheet of SRKP 3, Inc. (a development stage
      company) as of December 31, 2006, and the related statements of operations,
      changes in stockholders' equity (deficit), and cash flows for the year then
      ended and for the periods from April 29, 2005 (inception) to December 31, 2006
      and 2005. These financial statements are the responsibility of the Company's
      management. Our responsibility is to express an opinion on these financial
      statements based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. An audit includes
      examining on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that our
      audits provide a reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of SRKP 3, Inc. as of December 31,
      2006, and the results of its operations and its cash flows for the year then
      ended and for the periods from April 29, 2005 (inception) to December 31, 2006
      and 2005, in conformity with generally accepted accounting principles in the
      United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 1 to the financial
      statements, the Company is in the development stage and has not commenced
      operations. Its ability to continue as a going concern is dependent upon its
      ability to develop additional sources of capital, locate and complete a merger
      with another company and ultimately achieve profitable operations. These
      conditions raise substantial doubt about its ability to continue as a going
      concern. The financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.




**AJ.
      ROBBINS, P.C.**


**CERTIFIED
      PUBLIC ACCOUNTANTS**





**Denver,
      Colorado**


**January
      31, 2007**





F-2


**SRKP
                3, INC.****(A
                Development Stage Company)****BALANCE
                SHEET**




**December
                31,****2006****ASSETS****CURRENT
                ASSETS:**Cash
            
            $
            928Total
                Current Assets
            
            $
            928**LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)****CURRENT
                LIABILITIES:**Accounts
                Payable
            
            $
            527Due
                to Stockholders
            
            
            5,000Total
                Current Liabilities
            
            
            5,527**COMMITMENTS
                AND CONTINGENCIES****STOCKHOLDERS
                EQUITY (DEFICIT):**Preferred
                stock, $.001 par value, 10,000,000shares
                authorized, none issuedCommon
                stock $.001 par value, 100,000,000share
                authorized, 2,700,000 issued and outstanding
            
            
            2,700Additional
                paid-in capital
            
            
            47,300(Deficit)
                accumulated during development stage
            
            
            (54,599
            )Total
                Stockholders Equity (Deficit)
            
            
            (4,599
            )$
            928**SEE
                ACCOMPANYING FOOTNOTES TO THE FINANCIAL
                STATEMENTS**





F-3





**SRKP
                3, INC.****(A
                Development Stage Company)****STATEMENTS
                OF OPERATIONS**




**For
                the Period**
            
            **Cumulative****From
                April 29**
            
            **from
                April 29****For
                the Year Ended**
            
            **2005
                (Inception) to**
            
            **2005
                (Inception) to****December
                31, 2006**
            
            **December
                31, 2005**
            
            **December
                31, 2006****REVENUE**
            
            $
            ---
            
            $
            ---
            
            $
            ---**EXPENSES**
            
            
            29,510
            
            
            25,089
            
            
            54,599**NET
                (LOSS)**
            
            $
            (29,510
            )
            $
            (25,089
            )
            $
            (54,599
            )**NET
                (LOSS) PER COMMON SHARE-BASIC**
            
            $
            (0.01
            )
            $
            (0.01
            )**WEIGHTED
                AVERAGE NUMBER OF COMMON SHARES****OUTSTANDING**
            
            
            2,700,000
            
            
            2,700,000








**SEE
                ACCOMPANYING FOOTNOTES TO THE FINANCIAL
                STATEMENTS**





F-4





**SRKP
                3, INC.****(A
                Development Stage Company)****STATEMENTS
                OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) FOR THE PERIOD FROM
                APRIL 29,
                2005****(INCEPTION)
                TO DECEMBER 31, 2005 AND FOR THE YEAR ENDED DECEMBER 31,
                2006**






**(Deficit)****Accumulated****Additional**
            
            **During****Common
                Stock**
            
            **Paid-In**
            
            **Development****Shares**
            
            **Amount**
            
            **Capital**
            
            **Stage**
            
            **Total****Balances,
                April 29, 2005**
            
            
            
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Sale
                of common stock on April 29, 2005 at $.0185 per share
            
            
            2,700,000
            
            
            2,700
            
            
            47,300
            
            
            -
            
            
            50,000Net
                (loss)
            
            
            
            
            
            
            
            
            
            
            
            (25,089
            )
            
            (25,089
            )


**Balances,
                December 31, 2005**
            
            
            2,700,000
            
            
            2,700
            
            
            47,300
            
            
            (25,089
            )
            
            24,911Net
                (loss)
            
            
            
            
            
            
            
            
            
            
            
            (29,510
            )
            
            (29,510
            )**Balances,
                December 31, 2006**
            
            
            2,700,000
            
            $
            2,700
            
            $
            47,300
            
            $
            (54,599
            )
            $
            (4,599
            )






**SEE
                ACCOMPANYING FOOTNOTES TO THE FINANCIAL
                STATEMENTS**







F-5




**SRKP
                3, INC.****(A
                Development Stage Company)****STATEMENTS
                OF CASH FLOWS**




**Cumulative****For
                the Period**
            
            **from
                April 29,****From
                April 29,**
            
            **2005****For
                the Year Ended**
            
            **2005
                (Inception) to**
            
            **(Inception)
                to****December
                31, 2006**
            
            **December
                31, 2005**
            
            **December
                31, 2006****CASH
                FLOWS FROM (TO) OPERATING ACTIVITIES:**Net
                (loss)
            
            $
            (29,510
            )
            $
            (25,089
            )
            $
            (54,599
            )Adjustments
                to reconcile net (loss) to net cashprovided
                by (used in) operating activities:Changes
                in:Accounts
                Payable
            
            
            -
            
            
            527
            
            
            527Net
                Cash (Used In) Operating Activities
            
            
            (29,510
            )
            
            (24,562
            )
            
            (54,072
            )**CASH
                FLOWS FROM (TO) FINANCING ACTIVITIES:**Common
                stock issued for cash
            
            
            -
            
            
            47,500
            
            
            47,500Due
                to stockholders
            
            
            5,000
            
            
            -
            
            
            5,000Collection
                of subscription receivable
            
            
            2,500
            
            
            -
            
            
            2,500Net
                Cash Provided by Financing Activities
            
            
            7,500
            
            
            47,500
            
            
            55,000**NET
                INCREASE/(DECREASE) IN CASH AND CASH****EQUIVALENTS:**
            
            
            (22,010
            )
            
            22,938
            
            
            928**CASH
                AND CASH EQUIVALENTS, BEGINNING****OF
                PERIOD**
            
            
            22,938
            
            
            -
            
            
            -**CASH
                AND CASH EQUIVALENTS, END****OF
                PERIOD**
            
            $
            928
            
            $
            22,938
            
            $
            928






**SEE
                ACCOMPANYING FOOTNOTES TO THE FINANCIAL
                STATEMENTS**





F-6


**SRKP
      3, INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**





**NOTE
      1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





**History**


SRKP
      3,
      Inc. (the Company), a development stage company, was organized under the laws
      of
      the State of Delaware on April 29, 2005. The Company is in the development
      stage
      as defined in Financial Accounting Standards Board Statement No. 7. The fiscal
      year end is December 31.





**Going
      Concern and Plan of Operation**


The
      Company's financial statements have been presented on the basis that it is
      a
      going concern, which contemplates the realization of assets and the satisfaction
      of liabilities in the normal course of business. The Company is in the
      development stage and has negative working capital, negative stockholders’
equity and has not earned any revenues from operations to date. These conditions
      raise substantial doubt about its ability to continue as a going concern.





The
      Company is currently devoting its efforts to locating merger candidates. The
      Company's ability to continue as a going concern is dependent upon its ability
      to develop additional sources of capital, locate and complete a merger with
      another company, and ultimately, achieve profitable operations. The accompanying
      financial statements do not include any adjustments that might result from
      the
      outcome of these uncertainties.





**Income
      Taxes**


The
      Company uses the liability method of accounting for income taxes pursuant to
      Statement of Financial Accounting Standards No. 109.  Under this method,
      deferred income taxes are recorded to reflect the tax consequences in future
      years of temporary differences between the tax basis of the assets and
      liabilities and their financial amounts at
      year-end.





For
      federal income tax purposes, substantially all startup and organizational
      expenses must be deferred until the Company commences business.  The
      Company may elect a limited deduction of up to $5,000 in the taxable year in
      which the trade or business begins.  The $5,000 must be reduced by the
      amount of startup costs in excess of $50,000.  The remainder of the
      expenses not deductible must be amortized over a 180-month period beginning
      with
      the month in which the active trade or business begins.  These expenses
      will not be deducted for tax purposes and will represent a deferred tax
      asset.  The Company will provide a valuation allowance in the full amount
      of the deferred tax asset since there is no assurance of future taxable
      income.  Tax deductible losses can be carried forward for 20 years until
      utilized.





**Deferred
      Offering Costs**




Deferred
      offering costs, consisting of legal, accounting and filing fees relating to
      the
      offering will be capitalized. The deferred offering costs will be offset against
      offering proceeds in the event the offering is successful. In the event the
      offering is unsuccessful or is abandoned, the deferred offering costs will
      be
      expensed.




F-7


**SRKP
      3, INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**








**NOTE
      1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





**Cash
      and Cash Equivalents**


Cash
      and
      cash equivalents consist primarily of cash in banks and highly liquid
      investments with original maturities of 90 days or less.





**Concentrations
      of Credit Risk**


The
      Company maintains all cash in deposit accounts, which at times may exceed
      federally insured limits. The Company has not experienced a loss in such
      accounts.





**Earnings
      Per Common Share**


A
      basic
      earnings per common share is computed based upon the weighted average number
      of
      common shares outstanding during the period. Diluted earnings per share consists
      of the weighted average number of common shares outstanding plus the dilutive
      effects of options and warrants calculated using the treasury stock method.
      In
      loss periods, dilutive common equivalent shares are excluded as the effect
      would
      be anti-dilutive.





**Use
      of Estimates in the Preparation of Financial
      Statements**


The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities, the disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting periods.
      Actual results could differ from those estimates and assumptions.





**Recently
      Issued Accounting Pronouncements**


The
      Company has adopted all recently issued accounting pronouncements. The adoption
      of the accounting pronouncements is not anticipated to have a material effect
      on
      the operations of the Company.





**NOTE
      2 - STOCKHOLDERS' EQUITY**





During
      April 2005, the Company sold for $47,500 cash and a $2,500 stock subscription
      receivable, 2,700,000 shares of its $.0001 par value common stock to various
      investors. The Company fully collected on the stock subscription receivable
      in
      February 2006.





**NOTE
      3 - RELATED PARTY TRANSACTIONS**




The
      Company neither owns nor leases any real or personal property. Most office
      services are provided without charge by WestPark Capital.  The Company’s
      President is also the CEO of WestPark Capital. Such costs are immaterial to
      the
      financial statements. The officers and directors of the Company are involved
      in
      other business activities and may, in the future, become involved in other
      business opportunities that become available. Such persons may face a conflict
      in selecting between the Company and their other business interests. The Company
      has not formulated a policy for the resolution of such conflicts.





F-8





**SRKP
      3, INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**








**NOTE
      4 - INTIAL PUBLIC OFFERING**




The
      Company filed a registration statement on Form SB-2 with the Securities and
      Exchange Commission to conduct a blank check offering subject to Rule 419 of
      Regulation C. The registration statement was declared effective by the
      Securities and Exchange Commission on May 15, 2006. Pursuant to Rule 419, the
      Company had 180 days from the effective date to conduct and complete the
      offering, which called for the sale of 700,000 shares of common stock at a
      price
      of $0.17 per share. The Company did not sell any securities under the
      registration statement on Form SB-2 within 180 days after the registration
      statement was declared effective. As a result, the registration statement is
      no
      longer effective and may not be used to sell securities of the
      Company.





**NOTE
      5 - DUE TO STOCKHOLDERS**





During
      2006 certain stockholders advanced the Company $5,000 to pay for operating
      expenses. These funds have been advanced interest free and are due on
      demand.





F-9


ITEM
      8.
      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURES.





Not
      applicable.





ITEM
      8A.
      CONTROLS AND PROCEDURES.





Disclosure
      Controls and Procedures. As of December 31, 2006, an evaluation was carried
      out under the supervision and with the participation our management, including
      our principal executive officer and principal financial officer, of the
      effectiveness of our disclosure controls and procedures (as defined in Exchange
      Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934).
      Based on their evaluation, our principal executive officer and principal financial
      officer have concluded that our disclosure controls and procedures are effective
      to ensure that information required to be disclosed by us in reports that
      we
      file or submit under the Exchange Act is recorded, processed,
      summarized


and
      reported within the time periods specified in Securities and Exchange Commission
      rules and forms.





Internal
      Controls Over Financial Reporting. There was no change in our internal control
      over financial reporting during the fourth quarter of fiscal 2006 that has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.





ITEM
      8B.
      OTHER INFORMATION.





Not
      applicable.





18





PART
      III





ITEM
      9.
      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
      SECTION 16(A) OF THE EXCHANGE ACT.





The
      following table provides information concerning our officers and directors.
      All directors hold office until the next annual meeting of


stockholders
      or until their successors have been elected and qualified.




Name
            Age
            Position
            Year
                AppointedRichard
                A. Rappaport (1)
            47
            President
                and Director
            2005Anthony
                C. Pintsopoulos (1)
            51
            Chief
                Financial Officer, Secretary
                and Director
            2006





(1)      
          May be deemed our "Promoters" as that term is defined under
      the Securities Act.





Richard
      A. Rappaport, President and Director, is the founder of WestPark Capital,
      Inc. and has been its Chief Executive Officer since September 1999. WestPark
      Capital, Inc. is a full service investment banking and securities brokerage
      firm, which serves the needs of both private and public companies worldwide,
      as well as individual and institutional investors. From April 1995 through
      September 1999, Mr. Rappaport was Director of Corporate Finance for Global
      Securities, where he was responsible for all of the firms North American Corporate
      finance activities. Global Securities was a registered broker-dealer that
      has
      since terminated operations. Mr. Rappaport received a B.S. in 1981 from the
      University of California at Berkeley and a M.B.A. in 1986 from the University
      of California at Los Angeles.





In
      June
      2004, Richard Rappaport entered into a settlement agreement with the National
      Association of Securities Dealers, Inc. (the "NASD"), without admitting or
      denying any liability, whereby he voluntarily surrendered his Series 24 license
      for a period of 30 days and a fine of $50,000 was paid by WestPark Capital,
      Inc.
      Mr. Rappaport's other NASD licenses were not affected during this 30-day period.
      The NASD had previously concluded that a total of six research reports written
      in 2001 and 2002 by WestPark Capital, Inc. may have violated NASD rules.
      Although Mr. Rappaport did not write the reports, the NASD filed a disciplinary
      case against him as the compliance supervisor of WestPark Capital, Inc. for
      improper supervision of the firm's report writing activities. Other than this
      matter, there have been no events under any bankruptcy act, no criminal
      proceedings and no judgments, injunctions, orders or decrees material to the
      evaluation of the ability and integrity of any director, executive officer,
      promoter or control person of our company during the past five
      years.





Anthony
      C. Pintsopoulos, Chief Financial Officer, Secretary and Director, is also Chief
      Financial Officer at WestPark Capital, Inc. Prior to joining WestPark Capital,
      Mr. Pintsopoulos was CFO and acting COO at Joseph, Charles & Associates (JCA)
      a
      full service investment banking and securities brokerage firm. Prior to JCA,
      from
      1983 to 1995, Mr. Pintsopoulos served as CFO, Treasurer and Board Member
      of
      Safety 1st, Inc., a manufacturer of juvenile products. He administered the
      company's IPO and Secondary Offerings. Preceding Safety 1st, Mr. Pintsopoulos
      worked at Coopers & Lybrand Boston, Massachusetts. Also he owned his
      own
      CPA Firm in Massachusetts before merging it into Vitale, Caturano & Co., PC
      (the
      largest CPA firm in New England, other than the Big 4). In his CPA business,
      he has worked with both public and private entities in all phases of business
      development. He holds a Bachelor of Business Administration in Accounting
      from the University of Massachusetts, Amherst and holds NASD licenses 7,
      24,
      and 63. He is a Certified Public Accountant, a member of the Massachusetts
      Society of Certified Public Accountants (MSCPA) and the American Institute
      of Certified Public Accountants (AICPA).





19





Employment
      Agreements





The
      Company is not a party to any employment agreements.





Family
      Relationships





There
      are
      no family relationships among the officers and directors.





The
      Board
      of Directors and Committees





Our
      Board
      members are elected for one-year terms, to hold office until the
      next
      general meeting of stockholders, or until removed from office in accordance
      with our bylaws.





Our
      Board
      does not maintain a separate audit, nominating or compensation
      committee. Functions customarily performed by such committees are performed
      by the Board as a whole. None of our directors are independent; however,
      Mr. Rappaport would otherwise qualify as an "audit committee
      financial expert."





Code
      of
      Ethics





We
      have
      not adopted a Code of Business Conduct and Ethics that applies to our principal
      executive officer, principal financial officer, principal accounting officer
      or
      controller, or persons performing similar functions in that our officers serve
      in these capacities.





Compliance
      with Section 16(a) of the Exchange Act.





During
      the last fiscal year, we did not have a class of equity securities registered
      pursuant to Section
      12 of the Exchange Act. Therefore, our officers and directors were not required
      to file Form 3s, 4s or 5s with the Securities and Exchange Commission during
      the
      last fiscal year.





ITEM
      10.
      EXECUTIVE COMPENSATION.





Executive
      Compensation





No
      compensation was been paid to our executive officers for
      the
      period beginning with inception and ending December 31, 2006.





Director
      Compensation





No
      compensation was been paid to our directors for the period beginning with
      inception and ending December 31, 2006.





Equity
      Compensation Plans





We
      do not
      maintain an equity compensation plan; therefore, we did not grant
      any
      stock options to executive officers or directors during the period beginning
      with inception and ending December 31, 2006.




20





ITEM
      11.
      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.





The
      table
      that follows sets forth certain information regarding the beneficial
      ownership of our common stock as of March 20, 2007, and as adjusted to reflect
      the sale of the shares in the offering, by





o  
       each person who is known by us to own beneficially more than 5% of our
      outstanding common stock;





o  
       each of our officers and directors; and





o   
      all of our directors and officers as a group.





Shares
                of Common Stock Beneficially OwnedName
                and Address of Beneficial Owner (1)
            Class
                of Stock
            Number
            PercentRichard
                Rappaport(2)
            Common
            1,039,500(4)
            38.5%The
                Amanda Rappaport Trust(3)
            Common
            270,000
            10.0The
                Kailey Rappaport Trust(3)
            Common
            270,000
            10.0Debbie
                Schwartzberg(2)
            Common
            1,039,500
            38.5800
                5th AvenueNew
                York, New York 10021Glenn
                Krinsky(2)
            Common
            243,000
            9.04266
                Irvine Avenue,Studio
                City, California 91604Tony
                Pintsopoulos(2)
            Common
            243,000
            9.0210
                South Federal Highway, Suite 205Deerfield
                Beach, Florida 33441Charles
                Frisco(2)
            Common
            135,000
            5.0Officers
                and Directors (2 persons)
            Common
            1,282,500(4)
            47.5




(1)
            Except
                as indicated below, the address for each person or entitylisted
                on the table is c/o SRKP 3, Inc., 1900 Avenue of the Stars,Suite
                310, Los Angeles, CA 90067, Telephone (310)
                203-2902.





(2)
            Individual
                has sole voting and investment power over shares.Mr.
                Krinsky resigned as our Chief Financial Officer, Secretary and Director
                in
                August 2006.





(3)
            Mr.
                Rappaport is the trustee of the trust. As trustee, Mr. Rappaporthas
                sole voting and investment power over shares. Amanda and KaileyRappaport
                are the minor children of Mr.
                Rappaport.





(4)
            Includes
                shares held by The Amanda Rappaport Trust and The KaileyRappaport
                Trust. See also footnote (3) above.





Each
      of
      Messrs. Rappaport, Pintsopoulos, Krinsky, and Frisco and Dr. Schwartzberg
      may be deemed "Promoters" as that term is defined under the Securities
      Act.


21


Equity
      Compensation Plans





We
      do not
      maintain an equity compensation plan.





ITEM
      12.
      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.





The
      sales
      of substantial amounts of our common stock in the public market or
      the
      prospect of such sales could materially and adversely affect the market price
      of
      our common stock. Our promoters, who held 2,700,000 shares of our common
      stock, have received certain registration rights to sell shares of common stock
      held by them in the public market.





On
      April
      29, 2005, our promoters purchased an aggregate of 2,700,000 shares
      of
      our common stock for an aggregate cash consideration of $50,000. No other
      assets, services or other consideration was received by our company from any
      of
      our promoters.





Nothing
      of value has been paid by our company to any of our promoters. One of
      the
      finders of business combinations for SRKP 3 may be WestPark Capital, Inc.,
      a
      Colorado corporation and a registered broker-dealer. Richard Rappaport, our
      President and one of our controlling stockholders, indirectly holds a 100% interest
      in, and is the president of, WestPark Capital, Inc., an NASD member. Tony
      Pintsopoulos, one of our controlling stockholders, is the Chief Financial Officer
      of WestPark Capital, Inc. Debbie Schwartzberg, one of our controlling stockholders,
      is a noteholder of the parent company of WestPark Capital, Inc.; her
      note
      entitles her to a 1.5% interest in the net profits of the parent company
      of WestPark Capital, Inc. There is currently no signed agreement between WestPark
      Capital, Inc. and SRKP 3. Any finder's fees paid to WestPark Capital, Inc.
      will
      be comparable with unaffiliated third party fees. Given the limited cash
      resources of SRKP 3, we anticipate that any fees to be paid to finders will be
      paid
      in equity of SRKP 3 or through the cash resources of the target company. These
      fees will likely be negotiated among SRKP 3, the business combination target
      and the finder as part of any business combination agreement. We do not intend
      to
      enter into any arrangement with a finder obligating us to make any payments
      in the absence of a consummated business acquisition. As a result, it is
      not
      possible for us to currently estimate our costs in respect of any finder's
      fees.





Mr.
      Rappaport is our President and owns 499,500 shares of our common stock and
      the
      trustee of the trusts for his children that own in the aggregate 540,000 shares
      of
      our common stock.





Mr.
      Pintsopoulos is our Chief Financial Officer and owns 243,000 shares of our
      common stock.





Except
      as
      otherwise indicated herein, there have been no related party transactions,
      or any other transactions or relationships required to be disclosed
      pursuant to Item 404 of Regulation S-B.


22


ITEM
      13.
      EXHIBITS LIST AND REPORTS ON FORM 8-K.





(a)
      Exhibits





Exhibit
            Description
                of ExhibitNumber3.1
            Certificate
                of Incorporation (incorporated by reference to Registrant's Registration
                Statement on Form SB-2
                filed 7/7/05).3.2
            By-Laws
                (incorporated by reference to Registrant's Registration Statement
                on Form
                SB-2 filed 7/7/05).4.1
            Specimen
                Certificate of Common Stock (incorporated by reference to Registrant's
                Registration Statementon
                Form SB-2 filed 47/7/05).31.1
            Certification
                of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation
                S-B,
                as adoptedpursuant
                to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
            Certification
                of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation
                S-B,
                as adoptedpursuant
                to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            Certifications
                of Chief Executive Officer and Chief Financial Officer pursuant to
                18
                U.S.C. Section1350
                as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.





ITEM
      14.
      PRINCIPAL ACCOUNTANT FEES AND SERVICES.





During
      the fiscal years ended December 31, 2006 and 2005, we retained AJ. Robbins,
      PC to provide services as follows:





2006
            
            2005*Audit
                Fees
            
            $
            7,000
            
            $
            4,750Audit-Related
                Fees
            
            
            --
            
            
            --Tax
                Fees
            
            $
            1,000
            
            $
            1,000All
                Other Fees
            
            
            --
            
            
            --





*
      We were
      formed in April 2005.





Pre-Approval
      Policy





We
      do not
      maintain an audit committee. Our Board as a whole pre-approves all
      services provided by AJ. Robbins, P.C. and has concluded that such
      services are
      compatible with AJ. Robbins, P.C.'s independence as our auditors.





23





SIGNATURES





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of
      1934,
      the registrant caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.





SRKP
      3,
      INC.








By:
            /s/
                Richard RappaportRichard
                RappaportPresident
                and Chief Executive Officer(Principal
                Executive Officer)Date:
                March 29, 2007By:
            /s/
                Anthony PintsopoulosAnthony
                PintsopoulosChief
                Financial Officer(Principal
                Financial and AccountingOfficer)Date:
                March 29, 2007





In
      accordance with the Securities Exchange Act of 1934, this report has been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.





SIGNATURE
            TITLE
            DATE/s/
                Richard
                Rappaport
            President,
                Chief Executive Officer (Principal
            March
                29, 2007Richard
                Rappaport
            Executive
                Officer) and Director/s/
                Anthony Pintsopoulos
            Chief
                Financial Officer
            March
                29, 2007Anthony
                Pintsopoulos
            (Principal
                Financial and Accounting Officer)and
                Director








24